5. Financial. information

Transcription

1 1 Strategy, performance and responsibility 2 UBS business divisions and Corporate Center 3 Risk and treasury management 4 Corporate governance and compensation 5 Financial information annual report 2009

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3 Contents 1. 2 Letter to shareholders 5 UBS reporting at a glance 6 Other sources of information 7 Contacts Strategy, performance and responsibility 4. Corporate governance and compensation 12 Strategy and structure 16 UBS corporate governance 20 The making of UBS 22 Current market climate and industry drivers 25 Risk factors 30 Financial performance 31 Measurement and analysis of performance 35 Accounting and reporting structure changes 37 UBS results 44 Balance sheet 47 Off-balance sheet 52 Cash flows 53 Our employees 58 Corporate responsibility 2. UBS business divisions and Corporate Center 74 Wealth Management & Swiss Bank 80 Wealth Management Americas 86 Global Asset Management 95 Investment Bank 103 Corporate Center 3. Risk and treasury management 112 Risk management and control 116 Credit risk 130 Market risk 137 Operational risk 139 Risk concentrations 142 Treasury management 143 Liquidity and funding management 150 Interest rate and currency management 152 Capital management 158 Shares and capital instruments 161 UBS shares in Basel II Pillar Corporate governance 187 Group structure and shareholders 189 Capital structure 191 Board of Directors 198 Group Executive Board 203 Shareholders participation rights 205 Change of control and defense measures 206 Auditors 208 Information policy 210 Regulation and supervision 213 Compliance with New York Stock Exchange listing standards on corporate governance 215 Compensation and shareholdings 216 Compensation governance compensation for the Board of Directors and Group Executive Board 231 Shares and options held by the Board of Directors and Group Executive Board (at end of 2009) 5. Financial information 244 Introduction and accounting principles 245 Critical accounting policies 249 Consolidated financial statements 263 Notes to the consolidated financial statements 371 UBS AG (Parent Bank) 371 Parent Bank review 372 Parent Bank financial statements 374 Notes to the Parent Bank financial statements 399 Additional disclosure required under SEC regulations 399 A Introduction 400 B Selected financial data 404 C Information on the company 405 D Information required by industry guide 3 1

4 Annual Report 2009 Letter to shareholders Dear Shareholders, At our Annual General Meeting in April 2009, we laid out our priorities for the bank: strengthening our capital base, reducing risk and costs and returning UBS to profitability. By the end of 2009 we delivered on each of these objectives and, importantly, we reported a net profit in the fourth quarter. In November 2009, we set out a clear strategic direction and redefined what UBS stands for. The achievements of 2009 and our renewed strategic focus have created a firm basis on which to build a stronger, more profitable UBS and to regain your trust. The net loss attributable to UBS shareholders for 2009 was CHF 2.7 billion, a considerable reduction from the CHF 21.3 billion loss recorded in the prior year. This improvement was due to much lower losses on residual risk positions in the Investment Bank and reduced operating expenses for the Group. The result for 2009 included a number of significant items, namely an own credit loss of CHF 2.0 billion which occurred as a result of the markets perception of our improved creditworthiness, charges relating to the sale of UBS Pactual of CHF 1.4 billion, restructuring charges of CHF 0.8 billion, and a CHF 0.3 billion gain on the mandatory convertible notes converted in August Excluding these significant items, the underlying pre-tax result for the year was a profit of CHF 1.4 billion. The Group s net profit attributable to shareholders for the fourth quarter was CHF 1.2 billion, including a positive contribution from each of our business divisions. The global economy experienced one of its most difficult years in 2009, with the financial crisis evolving into one of the worst post-war recessions. Governments and central banks took further action to stabilize markets and stimulate the economy, helping to restore investor confidence worldwide. As the economic outlook gradually improved, stock prices began to recover, starting at the end of the first quarter of 2009 and continuing into the second half of At the end of 2009 our invested asset base was CHF 2,233 billion, broadly in line with the figure for yearend This result reflects the strong investment performance we delivered to our clients across our three asset gathering business divisions, which more than offset unacceptably high outflows. However, the Group s average invested asset base for the year was down significantly, and this was the primary driver of reduced profits in these businesses. In Wealth Management & Swiss Bank, average invested assets were 20% below the 2008 average and together with interest margin pressure and lower client activity, led to a 25% decline in revenues. Although this was partly offset by over CHF 1.5 billion of cost reductions, profits for 2009 fell by 35% to CHF 3.9 billion compared with Global Asset Management reported a profit of CHF 438 million in 2009, 67% lower than in 2008 due to lower revenues on a lower average invested asset base and a CHF 191 million net goodwill impairment charge associated with the sale of UBS Pactual. Wealth Management Americas revenues fell 12% in the year, compared with an 11% decline in average invested assets. The pre-tax profit for 2009 was CHF 32 million. In our Investment Bank, the pre-tax result for 2009 was a loss of CHF 6.1 billion compared with a pre-tax loss of CHF 34.3 billion for The improvement reflects a significant reduction in losses on residual risk positions. During 2009, we laid out the steps necessary to rebuild the bank, and reached a number of important milestones on the bank s road to recovery. In April, we set headcount and cost reduction targets for By the end of 2009, we had largely achieved these targets. Headcount was reduced by 12,500 to reach our 65,000 target, and fixed costs were reduced by over CHF 3 billion compared with the prior year. We continued to reduce our risks and balance sheet, and by the end of 2009 both were more than 30% lower than the year before. In June, we further strengthened our capital base through the issuance and placement of CHF 293 million shares from authorized capital. Combined with lower risk weighted assets, this resulted in a BIS tier 1 ratio of 15.4% at the end of 2009 compared with 11.0% one year earlier. Our FINMA leverage ratio also improved to 3.9% from 2.5% one year ago. In the third quarter, we reached two significant milestones: The Swiss government exited its investment in UBS with a profit of CHF 1.2 billion; and we agreed to a settlement with the US tax authorities in relation to the John Doe summons. During the fourth quarter we set a clear strategic direction to rebuild the firm. At our Investor Day in November, we outlined our new strategy and the targets we have established for ourselves. Our goals are to strengthen our position as a leading global wealth management business, to be a leading client-focused investment bank and to be economically profitable in every segment, market and business in which we operate. We aim to improve our operating performance substantially, building toward our medium-term target of CHF 15 billion of annual profit before tax. 2

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6 Annual Report 2009 Our efforts to reposition the firm are taking place alongside ongoing regulatory changes. Proposed changes relating to capital adequacy and liquidity requirements, efforts to mitigate the too big to fail risk, financial products regulation, compensation guidelines, or the US Volcker proposals may have profound consequences for the industry as a whole. In preparation for dealing with a future financial crisis, relevant financial authorities will meet and share information to ensure that adequate contingency plans have been put into place to prevent serious domestic or international financial instability that would have an adverse impact on the real economy. We will maintain flexibility in our business model to adjust to future regulatory change. We are continuing to meet our obligations under the settlement with the US Internal Revenue Service (IRS) relating to the John Doe summons proceeding. Based upon our compliance with the terms of the settlement, the IRS has withdrawn the summons with respect to all accounts other than the approximately 4,450 accounts for which the IRS requested information under the US/Swiss tax treaty. The recent decision by the Swiss Federal Administrative Court, under which certain account information cannot be provided to the IRS, is a matter to be resolved by the Swiss and US Governments as contemplated by the terms of the settlement. We will continue to comply fully with our obligations, including providing information to the Swiss Federal Tax Administration and completing the exit of the US cross-border business out of non-sec registered entities. Further, we continue to recommend to our current and former US clients, to the extent applicable to their circumstances, the disclosure of their offshore assets to the IRS. Outlook In 2010, we expect to see the full effects of the progress we have made in improving operating efficiency, reducing risk and rebuilding and re-focusing our businesses. We are confident the steps we are taking to reduce client outflows in our wealth and asset management business divisions will be effective, but in the immediate future we still expect to report net outflows with some pressure on margins. We expect that the Investment Bank s performance for the year as a whole will improve, in part because its residual risk positions will have a much reduced effect on results. Our Group results are heavily dependent on market vitality, and more favorable market conditions in January and February 2010 have benefited most of our businesses. 15 March 2010 UBS Kaspar Villiger Chairman of the BoD Oswald J. Grübel Group Chief Executive Officer 4

7 UBS reporting at a glance Annual publications Annual report (SAP no ) Published in both German and English, this single volume report provides a description of: UBS s strategy, performance and responsibility the strategy and performance of the business divisions and the Corporate Center risk and treasury management corporate governance and executive compensation financial information, including the financial statements Review (SAP no ) The booklet contains key information on UBS s strategy and financials. It is published in English, German, French and Italian. Compensation Report (SAP no ) Compensation for senior management and the Board of Directors (executive and non-executive members) is discussed here. It is published in English and German. Quarterly publications Letter to shareholders The letter provides a quarterly update from executive management on our strategy and performance. The letter is published in English, German, French and Italian. Financial report (SAP no ) This report provides a detailed description of our strategy and performance for the respective quarter. It is published in English. How to order reports These reports are available in PDF format on the internet at in the Financial information section. Printed copies can be ordered from the same website by accessing the order / subscribe panel on the lefthand side of the screen. Alternatively, they can be ordered by quoting the SAP number and the language preference where applicable, from UBS AG, Information Center, P.O. Box, CH-8098 Zurich, Switzerland. 5

8 Annual Report 2009 Other sources of information Website The Analysts & Investors section at provides the following information on UBS: financial information (including SEC results related filings); corporate information; UBS share price charts and data and dividend information; the UBS event calendar and dividend information; and the latest presentations by management for investors and financial analysts. Information on the internet is available in English and German, with some sections in French and Italian. Result presentations Our quarterly results presen tations are webcast live. A playback of the most recent presentation is downloadable at Messaging service / UBS news alert On the website, it is possible to subscribe to receive news alerts about UBS via SMS or . Messages are sent in English, German, French or Italian and it is possible to state theme preferences for the alerts received. Form 20-F and other submissions to the US Securities and Exchange Commission We file periodic reports and submit other information about UBS to the US Securities and Exchange Commission (SEC). Principal among these filings is the annual report on Form 20-F, filed pursuant to the US Securities Exchange Act of The filing of Form 20-F is structured as a wrap-around document. Most sections of the filing can be satisfied by referring to parts of the annual report. However, there is a small amount of additional information in Form 20-F which is not presented elsewhere, and is particularly targeted at readers in the US. Readers are encouraged to refer to this additional disclosure. Any document that we file with the SEC is available to read and copy on the SEC s website, or at the SEC s public reference room at 100 F Street, N.E., Room 1580, Washington, DC, Please call the SEC by dialing SEC-0330 for further information on the operation of its public reference room. Much of this additional information may also be found on the UBS website at and copies of documents filed with the SEC may be obtained from our Investor Relations team at Corporate information The legal and commercial name of the company is UBS AG. The company was formed on 29 June 1998, when Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872) merged to form UBS. UBS AG is incorporated and domiciled in Switzerland and operates under Swiss Company Law and Swiss Federal Banking Law as an Aktiengesellschaft, a corporation that has issued shares of common stock to investors. The addresses and telephone numbers of our two registered offices are: Bahnhofstrasse 45, CH-8001 Zurich, Switzerland, phone ; and Aeschenvorstadt 1, CH-4051 Basel, Switzerland, phone UBS AG shares are currently listed on the SIX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange (TSE). We expect to de-list our shares from the TSE in the near future. 6

9 Contacts Switchboards For all general queries. Zurich London New York Hong Kong Investor Relations UBS s Investor Relations team supports institutional, professional and retail investors from our offices in Zurich and New York. Hotline UBS AG New York Investor Relations Fax (Zurich) P.O. Box CH-8098 Zurich, Switzerland sh-investorrelations@ubs.com Media Relations UBS s Media Relations team supports global media and journalists from offices in Zurich, London, New York and Hong Kong. Zurich mediarelations@ubs.com London ubs-media-relations@ubs.com New York mediarelations-ny@ubs.com Hong Kong sh-mediarelations-ap@ubs.com Shareholder Services UBS Shareholder Services, a unit of the Company Secretary, is responsible for the registration of the global registered shares. Hotline UBS AG Fax Shareholder Services P.O. Box CH-8098 Zurich, Switzerland sh-shareholder-services@ubs.com US Transfer Agent For all global registered share-related queries in the US. Calls from the US BNY Mellon Shareowner Services Calls outside the US Washington Boulevard Fax Jersey City, NJ 07310, USA sh-relations@melloninvestor.com 7

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11 Strategy, performance and responsibility Information assured according to the Global Reporting Initiative (GRI) Content of the sections Our employees and Corporate responsibility has been assured by SGS Société Générale de Surveillance SA (SGS) using the Global Reporting Initiative Sustainability Reporting Guidelines, as evidenced in the SGS Assurance Statement on page 69. The scope of the assurance also includes text and data on the website of UBS. Both the relevant texts in the 2009 annual report and on the website are referenced in the GRI index published on

12 Strategy, performance and responsibility Strategy and performance UBS is a client-focused financial services firm that offers a strong combination of wealth management, asset management and investment banking services on a global and regional basis. We aim to generate sustainable earnings, create value for our shareholders and be economically profitable in every segment, market and business in which we operate. UBS key figures As of or for the year ended CHF million, except where indicated Group results Operating income 22, ,721 Operating expenses 25,162 28,555 35,463 Operating profit before tax (from continuing and discontinued operations) (2,569) (27,560) (3,597) Net profit attributable to UBS shareholders (2,736) (21,292) (5,247) Diluted earnings per share (CHF) 1 (0.75) (7.63) (2.41) Key performance indicators, balance sheet and capital management 2 Performance Return on equity (RoE) (%) (7.8) (58.7) (10.5) Return on risk-weighted assets, gross (%) Return on assets, gross (%) Growth Net profit growth (%) 3 N/A N/A N/A Net new money (CHF billion) 4 (147.3) (226.0) Efficiency Cost / income ratio (%) Capital strength BIS tier 1 ratio (%) FINMA leverage ratio (%) Balance sheet and capital management Total assets 1,340,538 2,014,815 2,274,891 Equity attributable to UBS shareholders 41,013 32,531 36,875 BIS total ratio (%) BIS risk-weighted assets 5 206, ,273 BIS tier 1 capital 5 31,798 33,154 Additional information Invested assets (CHF billion) 2,233 2,174 3,189 Personnel (full-time equivalents) 65,233 77,783 83,560 Market capitalization 6 57,108 43, ,654 Long-term ratings Fitch, London A+ A+ AA Moody s, New York Aa3 Aa2 Aaa Standard & Poor s, New York A+ A+ AA 1 Refer to Note 8 Earnings per share (EPS) and shares outstanding in the Financial information section of this report. 2 For the definitions of our key performance indicators refer to the Measurement and analysis performance section of this report. 3 Not meaningful if either the current period or the comparison period is a loss period. 4 Excludes interest and dividend income. 5 Refer to the Capital management section of this report. 6 Refer to the UBS shares in 2009 section of this report. 10

13 Our strategic priorities We are concentrating on: further strengthening our position as a leading clientfocused bank for high net worth and ultra high net worth clients around the world; continuing to be a leading firm across all client segments in Switzerland; and being a top tier bank in growth regions where we choose to operate. Re-focusing the business portfolio We will further integrate our wealth management, asset management and investment banking businesses to generate more value, reflecting our commitment to comprehensively serve our clients across all segments. The Investment Bank will be more client focused building on its strong, less capital intensive flow and fee businesses. We will continue to build our onshore operations in our wealth management business, and continue to further grow our ultra high net worth business. Our managers within Global Asset Management are concentrating on driving a sustained improvement in investment performance and increasing overall efficiency. Transforming the way we operate Our transformation is geared towards exercising the full potential of our strengths based on three strategic guidelines: reputation, integration and execution. Our reputation is our most valuable asset and is ultimately defined by the actions and decisions we make every day. To restore and safeguard our reputation, we have introduced more disciplined and effective governance processes. Further integration is a key factor in delivering on our financial targets, serving our clients in a comprehensive manner, and driving efficiencies across our businesses. This will be achieved through a series of measures, including new management processes, upgrading client coverage and enhancing structures and processes for further cost and capital efficiency. We are committed to execution at the highest standards, ensuring consistent high-quality delivery, and to building a performance-oriented culture that will help to retain, develop and attract the best talent at all levels. Measures taken in 2009 In addition to stabilizing our financial condition, we have already undertaken several adjustments to governance and structures during the last few months to initiate and drive our transformation. Establishment of Investment Products & Services On 21 January 2010, we announced the establishment of the new Investment Products & Services (IPS) unit. IPS brings together product specialists from various business divisions involved in product development, coverage / sales support and execution for Wealth Management & Swiss Bank clients under one roof. Formation of UBS Switzerland We are the leading bank for retail and corporate clients and a leading asset management business in Switzerland. In 2009, we have further adjusted the governance structure to include a new executive committee: UBS Switzerland. The integrated management team of UBS Switzerland comprises all businesses active in Switzerland including retail, wealth management, corporate and institutional, investment banking and the asset management business. Corporate Center In 2009, we integrated our Group-wide shared service and control functions into the Corporate Center. Our goal is to improve effectiveness and efficiency on a sustainable basis, provide simple service delivery models and strengthen cost management by creating global and Group-wide cost-cutting measures. These shared services are overseen by the Group Chief Operating Officer. In parallel, the control functions were centralized under the Group Chief Financial Officer, Group Chief Risk Officer and Group General Counsel. This new centralized organizational structure provides a platform from which we can increase efficiency and enhance shareholder value. Risk management and control Risk reduction remained a priority in As a result of our risk reduction initiatives, we ended the year with risk exposures commensurate with our risk capacity, although legacy risks remain significant and are targeted for continued reduction. Effective risk management and control are essential to our success and we have made further progress in implementing the risk renewal program we initiated in In addition, the implementation of the settlement agreement relating to the cross-border investigation remains a focus of management attention. 11

14 Strategy, performance and responsibility Strategy and structure Strategy and structure UBS is a client-focused financial services firm that offers a strong combination of wealth management, asset management and investment banking services on a global and regional basis. By delivering a full range of advice, products and services to our private, corporate and institutional clients, we aim to generate sustainable earnings, create value for our shareholders and be economically profitable in every segment, market and business in which we operate. UBS business model and aspiration UBS AG is the parent company of the UBS Group (Group). The operational structure of the Group comprises the Corporate Center and four business divisions: Wealth Management & Swiss Bank, Wealth Management Americas, Global Asset Management and the Investment Bank. In aspiring to be a leading client-focused bank, we are concentrating on: further strengthening our position as a leading bank for high net worth and ultra high net worth clients around the world; continuing to be a leading firm across all client segments in Switzerland; and being a top tier bank in growth regions where we choose to operate. We aim to have a leading investment bank with a clientcentric business model that focuses on flow and advice activities, leveraging our traditional strengths and maximizing the creation of shareholder value by working closely in conjunction with our wealth management and asset management businesses. Wealth Management & Swiss Bank Wealth Management & Swiss Bank focuses on delivering comprehensive financial services to high net worth and ultra high net worth individuals around the world except to those served by Wealth Management Americas as well as private and corporate clients in Switzerland. We provide clients in over 40 countries, including Switzerland, with financial advice, products and tools to fit their individual needs. UBS has a leading position across all client segments in Switzerland. Wealth Management Americas Wealth Management Americas provides advice-based relationships through financial advisors who deliver a fully integrated set of products and services specifically designed to address the needs of ultra high net worth, high net worth and core affluent indivi duals and families. It includes the former Wealth Management US business unit, as well as the domestic Canadian business and the international business booked in the United States. Global Asset Management Global Asset Management is a large-scale asset manager with well diversified businesses across regions, capabilities and distribution channels. It offers investment capabilities and investment styles across all major traditional and alternative asset classes. These include equities, fixed income, currency, hedge fund, real estate, infrastructure and private equity investment capabilities that can also be combined in multi-asset stra tegies. 12

15 Strategy, performance and responsibility Investment Bank The Investment Bank provides securities and other financial products and research in equities, fixed income, rates, foreign exchange and precious metals. It also provides advisory services and access to the world s capital markets for corporate, institutional, intermediary and alternative asset management clients. Corporate Center The Corporate Center seeks to ensure that the business divisions operate as a coherent and effective whole by providing and managing support and control functions for the business divisions and the Group in such areas as risk control, finance, legal and compliance, funding, capital and balance sheet management, management of foreign currencies, communication and branding, human resources, information technology, real estate, procurement, corporate development and service centres. Refer to the Reporting structure and UBS business divisions and Corporate Center sections of this report for more information on our businesses UBS competitive profile Our business mix reflects decades of continuous development, organic growth and acquisitions. As a leader in the wealth management industry in terms of total invested assets, we offer a combination of asset gathering (i.e. wealth management and asset management) and investment banking services in local and regional markets. Speci fically, we are a leading wealth manager in Switzerland, Europe, and Asia Pacific, and also in main growth markets such as the Middle East and Latin America. In the US, we are a leading wealth management service provider and are the biggest foreignowned wealth manager. Furthermore, we have the largest ultra high net worth business globally in terms of invested assets. Our investment bank is a strong corporate and institutional clients business, and holds leading positions in businesses such as equities, foreign exchange and money markets and advisory, adding to the attractiveness of our overall business portfolio. In the Asia Pacific region, we operate leading investment banking, wealth management and asset management businesses, with CHF 214 billion of invested assets making us the biggest foreign asset gatherer at the end of UBS strategy At our Investor Day in November 2009, we outlined strategic objectives to improve financial performance and reposition the firm for sustainable profitability in earnings and shareholder value. We aim to achieve this by re-focusing our business portfolio to fully capitalize on our strengths, and by substantially transforming the way we operate. Re-focusing the business portfolio We will further integrate our wealth management, asset management and investment banking businesses to generate more value, reflecting our commitment to comprehensively serve our clients across all segments. The Investment Bank will be more client focused building on its strong, less capital intensive flow and fee businesses (e.g. cash equities, foreign exchange and money markets, and advisory). This will also strengthen additional com ponents, including the rates and credit business in fixed income, currencies and commodities. We will continue to build our onshore opera- 13

16 Strategy, performance and responsibility Strategy and structure tions in our wealth management business, and continue to further grow our ultra high net worth business. Our managers within Global Asset Management are concentrating on driving a sustained improvement in investment performance and increasing overall efficiency. Refer to the UBS business divisions and Corporate Center section of this report for more information on the business division strategies Transforming the way we operate Our transformation is geared towards exercising the full potential of our strengths based on three strategic guidelines: reputation, integration and execution. Our reputation is our most valuable asset and is ultimately defined by the actions and decisions we make every day. To restore and safeguard our reputation, we have introduced more disciplined and effective governance processes. Further integration is a key factor in delivering on our financial targets, serving our clients in a comprehensive manner, and driving efficiencies across our businesses. This will be achieved through a series of measures, including new management processes, upgrading client coverage and enhancing structures and processes for further cost and capital efficiency. We are committed to execution at the highest standards, ensuring consistent high-quality delivery externally and internally, and to building a performance-oriented culture that will help to retain, develop and attract the best talent at all levels. Measures taken In addition to stabilizing our financial condition, we have already undertaken several adjustments towards improved governance and structures during the last few months that facilitate our transformation process. Establishment of Investment Products & Services On 21 January 2010, we announced the establishment of the new Investment Products & Services (IPS) unit. IPS brings together product specialists from various business divisions involved in product development, coverage / sales support and execution for Wealth Management & Swiss Bank clients under one roof. By making this change, we are making product specialists and expertise more accessible to our clients. Formation of UBS Switzerland We are the leading bank for retail and corporate clients and a leading asset management business in Switzerland. In 2009, we have further adjusted the governance structure to include a new executive committee: UBS Switzerland. The integrated management team of UBS Switzerland comprises all businesses active in Switzerland including retail, wealth management, corporate and institutional, investment banking and the asset management business. The integration of these businesses defines our commitment to the Swiss market and will help deliver comprehensive financial advice, products and tools to our clients. Corporate Center In 2009, we integrated our Group-wide shared service and control functions into the Corporate Center. Our goal is to improve effectiveness and efficiency on a sustainable basis, provide simple service delivery models and strengthen cost management by creating global and Group-wide cost-cutting measures. These shared services are overseen by the Group Chief Operating Officer (COO). In parallel, the control functions were centralized under the Group Chief Financial Officer (CFO), Group Chief Risk Officer (CRO) and Group General Counsel (GC). This new centralized organizational structure provides a platform from which we can increase efficiency and enhance shareholder value. Refer to the Corporate Center section of this report for more information 14

17 Risk management and control Risk reduction remained a priority in As a result of our risk reduction initiatives, we ended the year with risk exposures commensurate with our risk capacity, although legacy risks remain significant and are targeted for continued reduction. Effective risk management and control are essential to our success and we have made further progress in implementing the risk renewal program we initiated in In addition, the implementation of the settlement agreement relating to the cross-border investigation remains a focus of management attention Strategy, performance and responsibility Performance measures and management We manage our businesses based on our new key performance indicators (KPI) framework introduced in 2009, which is used to monitor our risk-adjusted performance and the delivery of returns to shareholders. Senior management compensation was adjusted accordingly to ensure that management accountability and consistency is in alignment with long-term economic profitability. Refer to the Measurement and analysis of performance section of this report for more information on key performance indicators Refer to the Compensation and shareholdings section of this report for more information on senior management compensation 15

18 Strategy, performance and responsibility Strategy and structure UBS corporate governance As mandated by Swiss banking law, UBS operates under a strict dual board structure comprising the Board of Directors and the Group Executive Board. The competencies of these two bodies and other relevant roles have been reviewed by the Board of Directors through out 2009, resulting in a revised version of the Organization Regulations of UBS AG which came into effect on 1 November Board of Directors The Board of Directors (BoD) is our most senior body. Under the leadership of the Chairman, it decides on the strategy of the Group upon recommendation of the Group Chief Executive Officer (CEO), exercises the ultimate supervision over management and is responsible for the appointment and dismissal of all Group Executive Board (GEB) members, the Company Secretary and the Head of Group Internal Audit as well as supervises and sets appropriate risk management and control principles for the firm. With the exception of its current Chairman, Kaspar Villiger, all members of the BoD are independent. Refer to the Corporate governance section of this report for more information about the BoD From left: Rainer-Marc Frey Member Risk Committee Sally Bott Chairman Human Resources and Compensation Committee and Member Corporate Responsibility Committee Ann F. Godbehere Member Audit Committee and Corporate Responsibility Committee Bruno Gehrig Member Governance and Nominating Committee and Human Resources and Compensation Committee Michel Demaré Member Audit Committee Helmut Panke Member Human Resources and Compensation Committee and Risk Committee Sergio Marchionne Senior Independent Director and Member Governance and Nominating Committee Kaspar Villiger Chairman of the Board of Directors, Chairman Governance and Nominating Committee and Corporate Responsibility Committee David Sidwell Chairman Risk Committee William G. Parrett Chairman Audit Committee Axel P. Lehmann Member Risk Committee Peter R. Voser Member Governance and Nominating Committee 16

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20 Strategy, performance and responsibility Strategy and structure Group Executive Board Management of the firm is delegated by the BoD to the GEB. Under the leadership of the Group CEO, the GEB has executive management responsibility for the Group and its businesses. It assumes overall responsibility for the development of the Group and business division strategies and the implementation of approved strategies. Refer to the Corporate governance section of this report for more information about the GEB From left: Philip J. Lofts Group Chief Risk Officer Ulrich Körner Group Chief Operat ing Officer and CEO Corporate Center John A. Fraser Chairman and CEO Global Asset Management Markus U. Diethelm Group General Counsel Robert Wolf Chairman and CEO, UBS Group Americas / President Investment Bank Alexander Wilmot-Sitwell co-ceo Investment Bank Francesco Morra CEO UBS Switzerland, Wealth Management & Swiss Bank Jürg Zeltner CEO Wealth Management, Wealth Management & Swiss Bank Chi-Won Yoon Chairman and CEO Asia Pacific Carsten Kengeter co-ceo Investment Bank Robert J. McCann CEO Wealth Management Americas Oswald J. Grübel Group Chief Executive Officer John Cryan Group Chief Financial Officer 18